Common use of Effect on Capital Stock of Merger Sub Clause in Contracts

Effect on Capital Stock of Merger Sub. At the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and non-assessable share of common stock, par value $0.001 per share, of the Surviving Corporation.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Freedom Acquisition I Corp.), Agreement and Plan of Reorganization (Twilio Inc), Agreement and Plan of Merger (Procore Technologies, Inc.)

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Effect on Capital Stock of Merger Sub. At and after the Effective Time, each share of common stock stock, without par value, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become one validly issued, (1) fully paid and non-assessable share of common stock, without par value $0.001 per sharevalue, of the Surviving CorporationCompany and constitute the only outstanding shares of capital stock of the Surviving Company and shall not be effected by the Merger.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (American Medical Systems Holdings Inc), Agreement and Plan of Merger (Laserscope), Agreement and Plan of Merger (American Medical Systems Holdings Inc)

Effect on Capital Stock of Merger Sub. At the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and non-assessable share of common stock, par value $0.001 0.0001 per share, of the Surviving Corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cardlytics, Inc.), Agreement and Plan of Merger (Accolade, Inc.)

Effect on Capital Stock of Merger Sub. At and after the Effective Time, each share of common stock stock, par value $0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become one validly issued, (1) fully paid and non-assessable share of common stock, par value $0.001 0.0001 per share, of the Surviving CorporationCompany and constitute the only outstanding shares of capital stock of the Surviving Company and shall not be effected by the Merger.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (ATRM Holdings, Inc.), Agreement and Plan of Merger (Digirad Corp)

Effect on Capital Stock of Merger Sub. At and after the Effective Time, each share of common stock stock, no par value, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become one validly issued, (1) fully paid and non-assessable share of common stock, no par value $0.001 per sharevalue, of the Surviving CorporationCompany and constitute the only outstanding shares of capital stock of the Surviving Company and shall not be effected by the Merger.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Enventis Corp), Agreement and Plan of Merger (Consolidated Communications Holdings, Inc.)

Effect on Capital Stock of Merger Sub. At the Effective Time, each issued and outstanding share of common stock of Merger Sub issued Sub, par value $.01 per share, by virtue of the Merger and outstanding immediately prior to without any action on the Effective Time part of Buyer, Merger Sub, the Company or the holder thereof, shall be converted into and exchanged for become one validly issued, fully paid and non-assessable nonassessable share of common stock, par value $0.001 0.01 per share, of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Activant Solutions Inc /De/)

Effect on Capital Stock of Merger Sub. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall automatically be converted into and exchanged for become one validly issued, fully paid and non-assessable share of common stock, par value $0.001 per share, Common Stock of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Excaliber Enterprises, Ltd.)

Effect on Capital Stock of Merger Sub. At the Effective Time, ------------------------------------- each issued and outstanding share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and non-assessable share of common stockSub, par value $0.001 per share, by virtue of the Merger and without any action on the part of the holder thereof, shall be converted into and become one common unit of the Surviving CorporationCompany.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gardner Denver Inc)

Effect on Capital Stock of Merger Sub. At the Effective Time, ------------------------------------- each issued and outstanding share of common stock of Merger Sub issued Sub, par value $0.001 per share, by virtue of the Merger and outstanding immediately prior to without any action on the Effective Time part of the holder thereof, shall be converted into and exchanged for become one validly issued, fully paid and non-assessable nonassessable share of common stock, par value $0.001 0.01 per share, of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gardner Denver Inc)

Effect on Capital Stock of Merger Sub. At As of the Effective Time, each share of common capital stock of the Merger Sub issued and outstanding immediately prior to the Effective Time shall shall, without any action on the part of Merger Sub, be converted on a one-for-one basis into and exchanged for one validly issued, fully paid and non-assessable share shares of common stock, par value $0.001 per share, the corresponding class of capital stock of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Transcend Services Inc)

Effect on Capital Stock of Merger Sub. At and after the Effective Time, each share of common stock stock, par value $0.01, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become one validly issued, (1) fully paid and non-assessable share of common stock, par value $0.001 per share0.01, of the Surviving CorporationCompany and constitute the only outstanding shares of capital stock of the Surviving Company and shall not be effected by the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cartesian, Inc.)

Effect on Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and non-assessable nonassessable share of common stock, par value $0.001 5.00 per share, of the Surviving Corporation. From and after the Effective Time, each certificate evidencing ownership of shares of the common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall evidence ownership of such shares of common stock of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Global Consumer Acquisition Corp.)

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Effect on Capital Stock of Merger Sub. At and after the Effective Time, each share of common stock stock, par value $0.01, per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become one (1) validly issued, fully paid and non-assessable nonassessable share of common stock, par value $0.001 0.01 per share, of the Surviving CorporationCompany and constitute the only outstanding shares of capital stock of the Surviving Company and shall not be effected by the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ivillage Inc)

Effect on Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock stock, par value $0.10 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and non-assessable nonassessable share of common stock, par value $0.001 0.01 per share, of the Surviving Corporation. From and after the Effective Time, each certificate evidencing ownership of shares of the common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall evidence ownership of such shares of common stock of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Western Liberty Bancorp)

Effect on Capital Stock of Merger Sub. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each share of the Merger Sub’s common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become one validly issued, fully paid and non-assessable share of common stock, par value $0.001 per share, stock of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Global Payments Inc)

Effect on Capital Stock of Merger Sub. At the Effective Time, by virtue of the Merger, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and non-assessable share of common stock, par value $0.001 0.0001 per share, of the Surviving CorporationEntity.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Compass Group Diversified Holdings LLC)

Effect on Capital Stock of Merger Sub. At the Effective Time, each Each issued and outstanding share of common capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become one validly issued, fully paid and non-assessable nonassessable share of common stock, par value $0.001 0.01 per share, of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Michael Foods Inc /Mn)

Effect on Capital Stock of Merger Sub. At the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and non-assessable share of common stock, par value $0.001 0.0001 per share, of the Surviving Corporation. Certain information has been excluded from this agreement (indicated by “[***]”) because such information (i) is not material and (ii) would be competitively harmful if publicly disclosed.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cardlytics, Inc.)

Effect on Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock stock, par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become one (1) validly issued, fully paid and non-assessable share of common stock, par value $0.001 per share, of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (VectivBio Holding AG)

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